Your directors are pleased to present the Annual Report together the Audited Financial Statements of
your Company for the financial year ended March 31, 2025:

FINANCIAL PERFORMANCE

The Audited Financial Statements of your Company as of March 31, 2025 have been prepared in accor¬
dance with the relevant applicable Accounting Standards, Regulation 33 of the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regula¬
tions"), and the applicable of the Companies Act, 2013 ("Act").

(Rs. in Lakhs except EPS)

PERFORMANCE REVIEW & STATE OF COMPANY'S AFFAIRS:

For the year ended 31^st March, 2025 the company has achieved a Revenue of Rs. 52,430.68 Lacs, and it
has shown the uptrend by 22.11% over the last year of Rs. 42,934.49 Lacs. The profit after tax for the
year was Rs. 1800.98 Lacs, registering the uptrend growth of 150.11% over the profit of Rs. 720.08 Lacs
in Financial Year 2023-24.

DETAILS OF SUBSIDIARY/ JOINT VENTURE/ ASSOCIATE COMPANIES

Company does not have any Subsidiary, Joint venture or Associate Company.

CHANGE IN NATURE OF BUSINESS

During the financial year ended March 31, 2025, there has been no change in the Company's nature of
business.

TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3)(J) OF THE COMPANIES ACT, 2013

The Board of Directors of the Company has decided not to transfer any amount to the Reserves for the
year under review.

LOANS, GUARANTEES AND INVESTMENTS

Details of loans and guarantees given, investments made and securities provided, if any, as covered un¬
der the provisions of Section 186 of the Act are disclosed in the notes to the financial statements.

SHARE CAPITAL STRUCTURE OF THE COMPANY

During the year under review, the Company has not increased its Authorised Share Capital and Paid-Up Capital
in compliance with applicable provisions of the Act, year-end share capital is mentioned hereunder:

a) Authorized Capital:

Rs. 10,50,00,000/- (Rupees Ten Crore Fifty Lakhs Only) divided into 1,05,00,000 (One Crore Five Lakhs)
Equity Shares of Rupees 10 /- each.

b) Issued Capital, Subscribed and Paid-up Capital:

Rs. 10,36,85,300/- (Rupees Ten Crore Thirty-Six Lakhs Eighty-Five Thousand Three Hundred Only) di¬
vided into 1,03,68,530 (One Crore Three Lakh Sixty Eight Thousand Five Hundred Thirty) Equity Shares
of Rupees 10 /- each.

DIVIDEND

The Board of Directors of your Company ("Board"), after considering the relevant circumstances holis¬
tically has decided that it would be prudent not to recommend any dividend for the year under review.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore,
there were no funds which were required to be transferred to Investor Education and Protection Fund
(IEPF).

DIRECTORS' RESPONSIBILITY STATEMENT

Your Company's Directors make the following statement pursuant to Sections 134(3)(c) and 134(5) of
the Act, which is to the best of their knowledge and belief and according to the information and expla¬
nations obtained by them:

a) In the preparation of the annual accounts, the applicable accounting standards have been followed
to the extent applicable to the Company and there are no material departures;

b) The Directors have selected such accounting policies and applied them consistently and made judg¬
ments and estimates that are reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the Financial Year and of the profit of the Company for that
period;

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of the Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;

d) The Directors have prepared the annual accounts on a going concern basis;

e) The Directors have laid down internal financial controls to be followed by the Company and that such
internal financial controls are adequate and operating effectively; and

f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable
laws and that such systems were adequate and operating effectively.

BOARD OF DIRECTORS, BOARD & COMMITTEE MEETINGS AND KEY MANAGERIAL PERSONNEL

• BOARD COMPOSITION

The Company has a balanced board with optimum combination of executive and non-executive di¬
rectors including independent directors, which plays a crucial role in board processes and provides
independent judgment on issues of strategy and performance. The board of directors of the Company
consist of eminent individuals from diverse fields having experience and expertise in their respective
fields. As on March 31, 2025, board comprises of 6 (six) directors out of which 3 (three) are executive
directors, 3 (Three) are non-executive directors including 2 (Two) independent directors. Indepen¬
dent Directors are appointed in compliance with the applicable provisions of the Act, as amended

None of the directors on the board holds the directorship in more than 20 (twenty) companies and
out of them none of the directors holds the directorship in more than 10 (ten) public companies at a
time, pursuant to Section 165 of the Act.

The table below gives the composition of the Board and the directorships held by each of the directors
of the Company at the end of Financial Year 2024-25:

As on March 31, 2025, none of the Directors of the Company were related to each other except Mr.
Balkishan Shankerlal Shah, Managing Director, Mr. Yash Shankerbhai Shah, Joint Managing Director,
Mr. Shankerlal Bansilal Shah, Whole-Time Director and Mrs. Ayushi Yash Shah, Director who are re¬
lated to each other as per the provisions of the Act.

• MEETINGS OF THE BOARD OF DIRECTORS

• During the financial year ended March 31, 2025, 9 (Nine) meetings of board of directors of the
Company.

• The intervening gap between the Meetings was within the period prescribed under the Act.

• The following meetings of the Board of Directors were held during the financial year ended March
31, 2025:

The following Meetings of the Board of Directors were held during the Financial Year 2024-25:

• CHANGE IN DIRECTORS

During the year under review, there is no change in the composition of Directors. The Non-Executive
Directors of the Company had no material pecuniary relationship or transactions with the Company,
other than sitting fees for the purpose of attending meetings of the Board / Committee of the Com¬
pany.

• APPOINTMENT/RE-APPOINTMENT OF DIRECTOR:

Pursuant to provisions of Section 152(6) of the Act and the Articles of Association of the Company,
Mr. Yash Shankerlal Shah (DIN: 09527701) retires by rotation and being eligible, offers himself for
re-appointment at the ensuing Annual General Meeting ("AGM") of the Company. The Directors rec¬
ommend the resolution relating to the re-appointment of Mr. Yash Shankerlal Shah (DIN: 09527701)
(who is liable to retire by rotation), as Director of the Company.

Pursuant to the provisions of Regulation 36(3) of the Listing Regulations and Secretarial Standards
on General Meetings, the requisite details of Mr. Yash Shankerlal Shah is furnished in the Annexure
to the Notice of the 3l^th AGM.

• DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS

Your Company has received necessary declaration from each Independent Director of the Company
under the provisions of Section 149(7) of the Act and applicable provisions of the Listing Regulations,
that they meet the criteria of independence as laid down in Section 149(6) of the Act and Regulation
16(1)(b) of the Listing Regulations. In the opinion of the Board, the Independent Directors fulfil the
criteria of Independence as provided under the Act, Rules made thereunder read with applicable
provisions of the Listing Regulations, and they are independent of the management and also possess
requisite qualifications, experience, and expertise and hold highest standards of integrity. Further,
there has been no change in the circumstances affecting their status as Independent Directors of the
Company. The Board has taken on record the declarations of the Independent Directors, after under¬
taking due assessment of the veracity of the same

The Independent Directors have also confirmed that they have complied with the Code for Indepen¬
dent Directors prescribed in Schedule IV of the Act. There has been no change in the circumstances
affecting their status of Independent Directors of the Company. The Independent Directors have also
given declaration of compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualifi¬
cation of Directors) Rules, 2014, as amended from time to time, with respect to their name appearing
in the data bank of Independent Directors maintained by The Indian Institute of Corporate Affairs and
that they are exempt / have cleared the Online Proficiency Assessment Test, as applicable.

• MEETING OF INDEPENDENT DIRECTORS

During the year under review, the Independent Directors met on October 29, 2024. inter alia, to
discuss:

Ý Evaluated the performance of Non-Independent Directors and the Board of Directors as a whole;

Ý Evaluated the performance of the Chairman of the Company taking into consideration the views

of Executive and Non-Executive Directors;

Ý Assessed the quality, quantity and timeliness of flow of information between the Company Man¬
agement and the Board that is necessary for the Board to effectively and reasonably perform their
duties

All the Independent Directors were present at the meeting and was satisfied with the performance
of the Non-Independent Directors and the Board as a whole and with the quality, quantity and time¬
liness of flow of information between the Company Management and the Board that is necessary for
the Board to effectively and reasonably perform their duties.

• FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

The Independent Directors have been updated with their roles, rights and responsibilities in the Com¬
pany with necessary documents, reports and internal policies to enable them to familiarise with the
Company's procedures and practices. Your Company endeavours, through presentations at regular
intervals, to familiarise the Independent Directors with the strategy, operations and functioning of
the Company and also with changes in the regulatory environment having a significant impact on the
operations of the Company and issues faced by the ceramic industry. We work to cultivate an enlight¬
ened and involved Board that supports efficient governance and value creation by actively engaging
independent directors and providing them with the necessary resources.

• DISQUALIFICATIONS OF DIRECTORS

During the financial year under review the Company has received Form DIR-8 from all Directors as
required under the provisions of Section 164(2) of the Act read with Companies (Appointment and
Qualification of Directors) Rules, 2014 that none of the Directors of your Company is disqualified; to
hold office as director disqualified as per provision of Section 164(2) of the Act and debarred from
holding the office of a Director pursuant to any order of the SEBI or any such authority in terms of
SEBI letter dated June 14, 2018 and NSE circular dated June 20, 2018 on the subject "Enforcement
of SEBI orders regarding appointment of Directors by Listed Companies".

The Directors of the Company have made necessary disclosures, as required under various provisions
of the Act.

• KEY MANAGERIAL PERSONNEL

Pursuant to provisions of Sections 2(51) and 203 of Act read with Rule 8 of the Companies (Appoint¬
ment and Remuneration of Managerial Personnel) Rules, 2014, as amended, the following persons
are to be Key Managerial Personnel of the company;

a. Mr. Shankerlal Bansilal Shah, Chairman and Whole-Time Director

b. Mr. Balkishan Shankerlal Shah, Managing Director

c. Mr. Yash Shankerlal Shah, Joint Managing Director

d. Mr. Manojkumar Jagdishchandra Shah, Chief Financial Officer

e. Mrs. Mansi Harsh Darji, Company Secretary

During the year under review, there is no other change in the Key Managerial personnel of the Com¬
pany.

• COMMITTEES OF THE BOARD

The Board receives regular communication regarding policy-related issues as well as other pertinent
and important information. Your board currently has three (3) committees, namely the Audit Com¬
mittee, the Nomination and Remuneration Committee, and the Stakeholder Relationship Committee,
to look into various aspects for which they have been established in order to provide better corporate

1. AUDIT COMMITTEE

The Audit Committee of the Board of Directors was constituted with the requirement of the Sec¬
tion 177 of the Act.

During the year under review, five meetings of the Audit Committee were held i.e. on May 30,
2024, September 05, 2024, October 29, 2024 and January 15, 2025. The intervening gap be¬
tween two meetings did not exceed one hundred and twenty days.

The details of the Audit Committee meetings attended by its members during FY 2024-25 are
given below:

The Chief Financial Officer was invited to attend the audit committee meetings. The Company
Secretary of the Company acts as Secretary of the Committee. The Board of Directors has taken
note of and accepted the observations and recommendations made by the Audit Committee.

2. NOMINATION AND REMUNERATION COMMITTEE

The Company has constituted a Nomination and Remuneration Committee pursuant to the provi¬
sions of Section 178 of the Act.

During the year under review, one meeting of the Nomination and Remuneration Committee were
held i.e. on May 30, 2024.

The details of the Nomination and Remuneration Committee meeting attended by its members
during FY 2024-25 are given below:

The Company Secretary of the Company acts as Secretary of the Committee.

3. STAKEHOLDERS RELATIONSHIP COMMITTEE

The Company has constituted a Stakeholders Relationship Committee pursuant to the provisions
of Section 178(3) of the Act.

During the year under review, one meeting of the Stakeholders Relationship Committee was held
i.e. on October 29, 2024.

The details of the Stakeholders Relationship Committee meeting attended by its members during
FY 2024-25 are given below:

The Company Secretary of the Company acts as Secretary of the Committee.

During the year under review, the Company has not received any investor complaints from its
shareholders.

4. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Company has constituted a Corporate Social Responsibility Committee pursuant to the provi¬
sions of Section 135 of the Act.

During the year under review, two meetings of the Corporate Social Responsibility Committee was
held i.e. on May 30, 2024 and March 17, 2025.

The details of the Corporate Social Responsibility Committee meeting attended by its members
during FY 2024-25 are given below:

The Corporate Social Responsibility Committee is responsible to formulate and recommend to the
Board, a Corporate Social Responsibility (CSR) Policy indicating the activities to be undertaken by
the Company as specified in Schedule VII to the Companies Act, 2013.To recommend the amount
of expenditure to be incurred on the CSR activities and to Monitor the CSR activities undertaken
by the Company

The Company Secretary of the Company acts as Secretary of the Committee.

CORPORATE GOVERANCE

In line with Regulation 15(2) of the Listing Regulations, the provisions of Corporate Governance shall not
apply in respect of the following class of the Companies:

a. Listed entity having paid up equity share capital not exceeding Rs. 10 Crore and Net worth not ex¬
ceeding Rs. 25 Crore, as on the last day of the previous financial year;

b. Listed entity which has listed its specified securities on the SME Exchange.

Since, our Company falls in the ambit of aforesaid exemption (b); hence compliance with the provisions
of Corporate Governance shall not apply to the Company and it does not form the part of the Annual
Report for the financial year 2024-25.

POSTAL BALLOT

During the financial year ended March 31, 2025, there are no special resolution was required to be put
through postal ballot.

DISCLOSURE UNDER RULE-5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION)
RULES, 2014

Disclosure required under Section 197(12) of the Act read with Rule-5 of the Companies (Appointment
and Remuneration) Rules, 2014 have been annexed as Annexure-B. No employee of the Company was
in receipt of the remuneration exceeding the limits prescribed under Rule 5 (2) and (3) of the Compa¬
nies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, hence, not applicable to the
Company.

EXTRACT OF ANNUAL RETURN

In compliance with Section 92(3) and 134(3)(a) of the Act, Annual Return is uploaded on Company's
website and can be accessed at www.bahetiindustries.com.

AUDITORS:

• STATUTORY AUDITOR

Pursuant to Section 139 of the Act read with rules made thereunder, as amended, M/s. Jeevan Jage-
tiya & Co., Chartered Accountants (Firm Registration No. 121335W), were appointed as the Statuto¬
ry Auditors of your Company for a term of five years beginning from the conclusion of Annual Gener¬
al Meeting held in year 2023 till the conclusion of Annual General Meeting held in year 2028 (AGM).

The Board has taken note and M/s. Jeevan Jagetiya & Co., Chartered Accountants, have confirmed
their eligibility under section 141 of the Companies Act, 2013 and the Rules framed thereunder as
Statutory Auditors of the company. As required under Listing Regulations, the Auditors have also
confirmed that they hold a valid certificate issued by the peer review Board of the Institute of Char¬
tered Accountants of India.

There are no qualifications, reservations or adverse remarks or disclaimers made by the auditors
in their report on the financial statements of the company for the financial year ended 31^st March,
2025. The notes on the Financial Statements referred to in the Auditors' Report are self-explanatory
and do not call for any comments or explanations.

• SECRETARIAL AUDITOR

Pursuant to requirement of Section 204 of the Companies Act, 2013 and the Companies (Appoint¬
ment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed M/s Parth
P Shah & Associates, Practicing Company Secretaries (COP: 18640), to undertake the Secretarial
Audit and to provide Annual Secretarial Compliance Report of the company for the financial year
2024-25. Secretarial Audit Report is given by M/s Parth P Shah & Associates, Practicing Company
Secretaries and is attached herewith as Annexure-D.

• EXPLANATIONS OR COMMENTS BY BOARD ON EVERY QUALIFICATION, RESERVATION OR
ADVERSE REMARK OR DISCLAIMER MADE:

Secretarial Audit Qualification: Regulation 44 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 as the Company has delayed in filing of the Voting Results in XBRL
format for the Annual General Meeting held on 30th September, 2024 on Stock Exchange Website.

Reply by Management for above qualification raised by Auditor: The Company had submitted the
voting results within the prescribed timeline in PDF format; however, filing in XBRL mode was
inadvertently delayed by one day due to procedural oversight. The lapse was unintentional, and
necessary measures have been put in place to ensure timely compliance in future.

Except above, the observations referred to in the Secretarial Audit Report are self-explanatory and
do not call for any comments or explanations.

• INTERNAL AUDITOR

M/s. Wadhawan Pandya & Co., Chartered Accountants (FRN: 129455W), Ahmedabad are Internal
Auditors of the Company. Internal Auditors are appointed by the Board of Directors of the Company
on a yearly basis, based on the recommendation of the Audit Committee. The Internal Auditors re¬
port their findings on the internal audit of the Company, to the Audit Committee on a periodic basis.
The scope of internal audit is approved by the Audit Committee.

DISCLOSURE, AS TO WHETHER MAINTENANCE OF COST RECORDS:

Pursuant to Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, (in¬
cluding any statutory modifications and re-enactments thereof) the cost audit records maintained by the
company in respect of its manufactured by the Company is required to be audited.

As per the requirement of Section 148(3) of the Act read with the Companies (Cost Records and Au¬
dit) Amendment Rules, 2014, the Board of Directors have, based on the recommendation of the Audit
Committee, appointed M/s. Anuj Aggarwal & Co., Cost Accountant, Ahmedabad (Firm Registration No.
102409) to audit the cost accounts of the company for the financial year 2024-25. As required under the
Act, necessary resolution seeking members' ratification for the remuneration payable to Anuj Aggarwal
& Co., is forming part of the notice convening Annual General Meeting of the company for the financial
year 2025-26.

The Cost Audit Report for the financial year 2024-25 will be submitted to the Central Government in the
prescribed format.

REPORTING OF FRAUD

In pursuance to the provisions of Section 143(12) of the Act, the Statutory Auditors had not reported
any incident of frauds (other than those which are reportable to the Central Government) to the Board
of Directors of the Company during the financial year under review.

INTERNAL FINANCIAL CONTROLS & THEIR ADEQUACY

Your Company has designed and implemented a process driven framework for Internal Financial Control.
For the financial year ended March 31, 2025, the Board is of the view that the Company has sound in¬
ternal financial control system to commensurate with the nature and size of its business operations and
operating effectively and there is no material weakness. Your Company has a process in place to monitor
the same and identify gaps, if any, and implement new and/or improved controls wherever the effect of
such gaps could have a material effect on the Company's operations. The Company has implemented
an effective framework for Internal Financial Controls in terms of the provisions stipulated under the
explanation to Section 134(5)(e) of the Act for ensuring the orderly and efficient conduct of its business,
including adherence to the Company's policies, the safeguarding of its assets, the prevention and de¬
tection of frauds and errors, the accuracy and completeness of the accounting records, and the timely
preparation of reliable financial information. The Board is of the opinion that the Company has an effec¬
tive Internal Financial Controls which is commensurate with the size and scale of the business operations
of the Company for the Financial Year under review. Adequate internal financial controls with respect to
financial statements are in place. The Company has documented policies and guidelines for this purpose.
Its Internal Control System has been designed to ensure that the financial and other records are reliable
for preparing financial and other statements and for maintaining accountability of assets.

The internal audit and the management review supplement the process implementation of effective in¬
ternal control. The Audit Committee of the Board deals with accounting matters, financial reporting and
internal controls and regularly interacts with the Statutory Auditors, Internal Auditors and Management
in dealing with matters within its terms of reference. No reportable material weakness in the design or
implementation was observed during the financial year under review.

COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, the company has complied with the provisions of Secretarial Standards
issued by Institute of Company Secretaries of India to the extent applicable.

DEPOSITS

During the year under review, The Company has not accepted any deposit any deposit from the public
/ members pursuant to Section 73 and Section 76 of the Act read with the Companies (Acceptance of
Deposits) Rules, 2014, as amended from time to time, and hence as on March 31, 2025, there are no
deposits outstanding, except as required statutorily and which have been unclaimed at the end of the
year under review.

Further, details of monies accepted by the Company if any, from Directors / relatives of Directors have
been disclosed in the notes attached to and forming part of the Financial Statements of the Company
prepared for the Financial Year ended March 31, 2025.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm's length
basis and were in the ordinary course of business and were placed before the Audit Committee and also
before the Board for their review and approval. The related party transactions entered into by the Com¬
pany with the related parties during the financial year under review, are disclosed in Form AOC-2 an¬
nexed as Annexure-C as per Section 134(3)(h) of the Act read with Rule 8 of the Companies (Accounts)
Rules, 2014.

In line with the provisions of the Act the Company has formulated a Related Party Transactions Policy for
determining materiality of Related Party Transactions and also the manner for dealing with Related Party
Transactions. The Related Party Transactions Policy is hosted on the Company's website. The Company
has maintained a register under Section 189 of the Act and particulars of Related Party Transactions are
entered in the Register, whenever applicable. Further, Related Party disclosures in compliance with the
applicable Accounting Standards have been given in the Notes to the Financial Statements. The Related
Party Transaction policy is placed on the Company's website i.e. www.bahetiindustries.com

None of the Independent Directors have any pecuniary relationship with your Company.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY
AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE
END OF THE FINANCIAL YEAR

There was no application made and proceeding initiated / pending under the Insolvency and Bankruptcy
Code, 2016, by any Financial and/or Operational Creditors against your Company during the year under
review. As on the date of this report, there is no application or proceeding pending against your Company
under the Insolvency and Bankruptcy Code, 2016.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE
TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR
FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

It is not applicable to the Company during the year under review.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COM¬
PANY

There are no material changes and commitments, affecting the financial position of the Company which
have occurred between the financial year of the Company to which the financial statements relate and
the date of signing of this report.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS
AND TRIBUNALS

During the year under review, there are no significant and material orders passed by the regulators/
courts or tribunals that could impact the going concern status and operations of the Company in future.

CORPORATE SOCIAL RESPONSIBILITY ('CSR')

The provisions of the Corporate Social Responsibility as contained under section 135 of the Act are ap¬
plicable on the Company.

The CSR policy is available on the website of your Company. The Annual Report on CSR activities is an¬
nexed as Annexure E and forms part of this report. The Company has spent more than 2% of the aver¬
age net profits of your Company, during the three years immediately preceding financial year.

COMPANY'S POLICY RELATING TO DIRECTORS' APPOINTMENT, PAYMENT OF REMUNERATION
AND DISCHARGE OF THEIR DUTIES

The Nomination and Remuneration Policy was developed by the Board of Directors of your Company
in order to ensure compliance with Section 178 of the Act, as well as any other applicable laws. The
Company's policy on Directors' appointment and remuneration and other matters as provided in Section
178(3) of the Act is available on the website of the Company at and has been displayed on website www.
bahetiindustries.com.

The policy lays down a framework in relation to remuneration of Directors, Key Managerial Personnel
and Senior Management of the Company. The Policy broadly lays down the guiding principles, philosophy
and the basis for payment of remuneration to Executive and Non-executive Directors (by way of sitting
fees and commission), Key Managerial Personnel and Senior Management. The policy also provides the
criteria for determining qualifications, positive attributes and Independence of Director and criteria for
appointment and removal of Directors Key Managerial Personnel / Senior Management and performance
evaluation which are considered by the Nomination and Remuneration Committee and the Board of Di¬
rectors.

ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES
AND OF INDIVIDUAL DIRECTORS

Pursuant to the provisions of the Act and Listing Regulations the Board has carried out an annual evalu¬
ation of its own performance, the performance of the Directors individually as well as the evaluation of
the working of its committees'.

In a separate meeting of independent directors, performance of non-independent directors, performance
of the Board as a whole, performance of the Committee(s) of the Board and performance of the Chair¬
man was evaluated, taking into account the views of other directors.

LISTING FEES

The Company's equity shares are listed under the SME Segment of the National Stock Exchange of India
Limited ("NSE") popularly known as NSE EMERGE Platform since December 08, 2022. The Company con¬
firms that it has paid the annual listing fees for the Financial Year 2024-25 to the NSE.

PROHIBITION OF INSIDER TRADING

In terms of the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading)
Regulations, 2015, as amended ("SEBI PIT Regulations"), the Company has adopted the revised "Code
of Conduct to Regulate, Monitor and Report Trading by Insiders" ("the Code"). The Code is applicable to
promoters, all directors, designated persons and connected persons and their immediate relatives, who
are expected to have access to unpublished price sensitive information relating to the Company. The
Company has also formulated a 'Code of Practices and Procedures for Fair Disclosure of Unpublished Price
Sensitive Information (UPSI)' in compliance with the PIT Regulations.

RISK MANAGEMENT

The process of identifying, evaluating, and prioritizing risks is known as risk management. This is pre¬
ceded by coherent initiatives aimed at minimizing, oversee, and ameliorate (or control) the probability
and/or impact of unfortunate events or to maximize opportunities for achievement. The Company has
established a thorough risk assessment and minimization process, which is periodically reviewed by the
Board. These processes are examined to make sure executive management effectively manages risk us¬
ing a strictly delineated framework. The company has identified the major risks, and processes and mea¬
sures for mitigating those risks have been developed in areas like business, project execution, events,
financial, human, environmental, and statutory compliance.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place a Policy for prevention of Sexual Harassment at the workplace in line with the
requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redres-
sal) Act, 2013. All the employees of the Company are covered under the said policy. Internal Complaints
Committee has been set up to redress complaints received regarding sexual harassment. There were no
complaints pending for the Redressal at the beginning of the year and no complaints received during the
financial year.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

In compliance with Section 177 of the Act and Regulation 22 of the Listing Regulations, your company
has implemented a whistleblower policy and created the necessary vigil mechanism for directors and
employees to enable the reporting of sincere concerns about improper or unethical behavior without fear
of vengeance.

Your company's vigil mechanism offers sufficient protections against victimization of directors and em¬
ployees who use it, as well as, in exceptional circumstances, direct access to the chairman of the audit
committee. Access to the Chairman of the Audit Committee has never been denied to anyone. The afore¬
mentioned policy can be found on your company's website at www.bahetiindustries.com.

COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

Your Company has complied with the provisions of the Maternity Benefit Act, 1961, as amended. All eligi¬
ble female employees have been extended maternity benefits in accordance with the applicable statutory
requirements.

HEALTH, SAFETY AND ENVIRONMENT PROTECTION

Your Company's Health and Safety Policy commits to comply with applicable legal and other require¬
ments connected with occupational Health, Safety and Environment matters and provide a healthy and
safe work environment to all employees of the Company.

WEBSITE

In compliance with Regulation 46 of Listing Regulations, your company maintains a fully functional web¬
site with the domain name www.bahetiindustries.com. The website serves as a comprehensive source of
basic information about our company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS
AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and
outgo stipulated under Section 134(3)(m) of the Act read with Rule 8(3) of The Companies (Accounts)
Rules, 2014, is attached as Annexure - A to this Report.

GREEN INITIATIVES

The Notice of the AGM and the Annual Report 2024-25 are being sent only electronically to Members
whose email addresses are registered with the company or depositories in accordance with Regulation 36
of the Listing Regulations. Members may take note that the Notice and Annual Report for 2024-25 will
also be accessible at the website of the Company i.e. www.bahetiindustries.com.

CAUTIONARY STATEMENT

The annual report including those which relate to the directors' report, management discussion and
analysis report may contain certain statements on the Company's intent expectations or forecasts that
appear to be forward-looking within the meaning of applicable securities laws and regulations while ac¬
tual outcomes may differ materially from what is expressed herein.

APPRECIATION AND ACKNOWLEDGEMENT

The Directors thank the Company's employees, customers, vendors, investors and business partners for
their continuous support. The Directors also thank the Government of India, Governments of various
states in India, Governments of various countries and concerned Government departments and agencies
for their co-operation. The Directors appreciate and value the contribution made by every member of the
Baheti family.

Date: August 30,2025 For & on behalf of the Board of Directors

Place: Ahmedabad Baheti Recycling Industries Limited

Sd/- ^Sd/-

Rf_^g/_^stf^r®d ^OffiC^e: Balkishan Shankerlal Shah Yash Shankerbhai Shah

^A/²/³, ^{L R Appartment}, M_anagi_ng Di_rector Joint Managing Director

Opp. ^{police Commissioner} Offi^ _{DIN: 03006486} DIN: 09527701

Shahibaug, Ahmedabad-380004 ^{DIN: 03006486}